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Auditor Report of Odyssey Corporation Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Odyssey Corporation Ltd., which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information

Management's Responsibility for the Standalone Financial Statements

The Board of Directors of the Company are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the act') with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; design, implementation and maintenance of adequate internal financial controls, that are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements, that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's management and Board of Directors, as well We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015, its profit and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section143 of the Act, we give in the Annexure a statement on the matters Specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we further report that:

a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the aforesaid financial statements comply with the applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014

e) on the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of

f) Section 164(2) of the Act In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014::

i. The Company does not have any pending litigations which would impact its financial position

ii. The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by Company.

Referred to in paragraph 1 under the heading of "Report of Other Legal and Regulatory requirements" of our report of even date

(a). The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets ;

(b). As explained to us, fixed assets have been physically verified by the management at regular intervals; as informed to us no material discrepancies were noticed on such verification;

ii. (a). The Management has conducted physical verification of inventory at reasonable interval.

(b). The procedure of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business, (c) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification as compared to book records.

iii. The company has granted interest free unsecured loan to one party covered in the register maintained under section 189 of the companies Act 2013, aggregating to Rs 391.00Lacs, the maximum amount outstanding during the year was Rs 1225.71 Lacs and the balance on year end is Rs 148.36 Lacs. The terms and condition of the loan granted are not prima facie prejudicial to the interest of the company subject to the loan are interest free. The repayment of loan is on demand.

iv. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, no major weakness has been noticed or reported.

v. The Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013

vi. As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act, for any activities of the company.

vii. (a) According to the information and explanations given to us and based on the records of the company examined by us, the company is regular in depositing the undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and other material statutory dues, as applicable, with the appropriate authorities in India.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, and excise duty were outstanding, at the year end for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us and based on the records of the company examined by us, there are no dues of Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty and Excise Duty which have not been deposited on account of any disputes

(d) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

viii. The company does not have any accumulated losses as at the end of the financial year. The company has not incurred cash loss during the current year and the immediately previous year.

ix. Based on the audit procedures and according to the records of the Company examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to bank. The company has not issued any debentures.

x. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from a bank or financial institution during the year

xi. In our opinion, and according to the information and explanations given to us, the company has not raised any term loans during the year

xii. During the course of our examination of the books and records of the company carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the course of our audit nor have we been informed of any such instance by the Management

For CLB & Associates

Chartered Accountants

F.R.No. 124305W

Sd/-

(S.Sarupria)

Place: Mumbai PartnerM.No.035783

Date: 30th May, 2015


Mar 31, 2014

We have audited the accompanying financial statements of ODYSSEY CORPORATION LIMITED, which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

(b) in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books .

c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. In our opinion, the Balance Sheet and Statement of Profit and Loss comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.;

e. on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS' REPORT

Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date.

1.

i) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

ii) As explained to us, all the fixed assets have been physically verified by the management in phase periodical manner, which is in our opinion reasonable. No material discrepancies were noticed on such verification.

iii) In our opinion none of the fixed assets has been disposed off by the company, however according to the information and explanation given to us the going concern status of the Company is not affected.

2.

i) The Management has conducted physical verification of inventory at reasonable interval.

ii) The procedure of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business,

iii) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification as compared to book records.

3.

i) The Company has granted unsecured loans to two parties covered in the Register maintained under Section 301 of the Companies Act, 1956, aggregating to Rs.145.17 lacs, the maximum amount outstanding during the year was Rs.1699.53 lacs, and balance as on year end was Rs.1225.71 lacs.

ii) In our opinion and according to the explanation given to us the terms and conditions of the loan given are not prima-facie prejudicial to the interest of the company except the fact that no interest has been charged on loan given to one party.

iii) In respect of the said loans, the said loans are repayable on demand and hence the question of overdue amounts does not arise.

iv) The Company has taken interest free unsecured loans from one party covered in the register maintained under Section 301 of the Companies Act, 1956, aggregating to Rs.494.58 lacs. The maximum amount outstanding during the year and year end balance was Rs. 192.68 lacs and Rs. 165.82 lacs respectively.

v) In our opinion and as per explanation given to us, the terms and conditions of the loans taken, are prima facie not prejudicial to the interest of the company.

vi) In respect of Loan taken by the Company, the Principal amount is repayable on demand.

vii) The question of overdue amount of loans taken by the company does not arise, as the loans are repayable on demand.

4. In our opinion and according to the information and explanations given to us, there is

adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any major weakness in such internal control system.

5. In our opinion and according to the information and explanations given to us and record examined by us there was no transaction in pursuance of such contract with parties exceeding in value Rupees five lakhs have been made.

6. According to the information and explanation given to us the Company has not accepted any deposits from the public during the year and, consequently the directives issued by the Reserve Bank of India and the provision of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under are not applicable.

7. In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

8. According to the information given to us by the management, Maintenance of cost records under section 209(1) (d) of the companies Act, 1956 are not applicable to the company.

9. Taxes and Duties :

i) According to the books and records as examined by us and according to the information and explanation given to us, in our opinion, the Company is generally regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, sales-tax, wealth- tax, custom duty, excise duty, cess and other statutory dues applicable to it, except Rs. 439440/- towards income tax which is since being paid/adjusted.

ii) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, and excise duty were outstanding, at the year end for a period of more than six months from the date they became payable.

iii) According to the records of the company and the information and explanation given to us, there are no disputed dues in respect of Sales Tax, Income Tax, Wealth Tax, Customs Duty, Excise Duty and Cess.

10. The company has no accumulated losses as at the end of the financial year. The company has not incurred cash loss during the current year but there was cash loss in the immediately preceding financial year.

11. Based on the audit procedures and according to the records of the Company examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to bank. The company has neither taken any loans from a financial institution nor issued any debentures.

12. Based on our examination of records and information and explanation given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provision of the clause 4 (xii) of the Order are not applicable to the company.

13. The Company is not a chit fund / Nidhi/ Mutual benefit fund/ Society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

14. The company has maintained proper records of transactions and contracts in respect of Investment in securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other investments have been held by the Company in its own name except for the shares which are lodged for transfer or pending to be received from the Company or lying with the Broker as certified by the management.

15. As per the information and explanations given to us, in our opinion the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. In our opinion and according to the information and explanations given to us, the term loans raised by the company during the year have been applied for the purpose for which they were raised.

17. According to information and explanations given to us and on overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

18. The Company has not made any preferential allotment of shares to the parties or companies covered in the register maintained under Section 301of the Companies Act, 1956.

19. The Company has not issued any debentures during the year and there are no debentures outstanding on at the year end, therefore the question of creation of Securities do not arise.

20. The Company has not raised any money through a public issue during the year.

21. To the best of knowledge and according to the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year.

For CLB & Associates Chartered Accountants F.R.No. 124305W

Sd/- (S. Sarupria) Place: Mumbai PartnerM.No.035783 Date: 30th May, 2014


Mar 31, 2013

We have audited the accompanying financial statements of ODYSSEY CORPORATION LIMITED, which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(b) in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books .

c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e. on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS'' REPORT

Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date.

1. Fixed Assets

I) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

ii) As explained to us, all the fixed assets have been physically verified by the management in phase periodical manner, which is in our opinion reasonable. No material discrepancies were noticed on such verification.

iii) In our opinion none of the fixed assets has been disposed off by the company, however according to the information and explanation given to us the going concern status of the Company is not affected.

2. i) The Management has conducted physical verification of inventory at reasonable interval.

ii) The procedure of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business,

iii) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification as compared to book records.

3. i) The Company has granted unsecured loans to two parties covered in the Register maintained under Section 301 of the Companies Act, 1956, aggregating to Rs. 1233.72 lacs, the maximum amount outstanding during the year was Rs.2465.33 lacs, and balance as on year end was Rs.1642.03 lacs.

ii) In our opinion and according to the explanation given to us the terms and conditions of the loan given are not prima-facie prejudicial to the interest of the company.

iii) In respect of the said loans, the said loans are repayable on demand and hence the question of overdue amounts does not arise.

iv) The Company has not taken unsecured/secured loans from companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any major weakness in such internal control system.

5. In our opinion and according to the information and explanations given to us and record examined by us there was no transaction in pursuance of such contract with parties exceeding in value Rupees five lakhs have been made.

6. According to the information and explanation given to us the Company has not accepted any deposits from the public during the year and, consequently the directives issued by the Reserve Bank of India and the provision of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under are not applicable.

7. In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

8. According to the information given to us by the management, Maintenance of cost records under section 209(1) (d) of the companies Act, 1956 are not applicable to the company.

9. Taxes and Duties:

i) According to the books and records as examined by us and according to the information and explanation given to us, in our opinion, the Company is generally regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth- tax, custom duty, excise duty, cess and other statutory dues applicable to it.

ii) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, and excise duty were outstanding, at the year end for a period of more than six months from the date they became payable.

iii) As at 31st March 2013, according to the records of the company and the information and explanation given to us, there are no disputed dues in respect of Sales Tax, Income Tax, Wealth Tax, Customs Duty, Excise Duty and Cess.

10. The company has no accumulated losses as at the end of the financial year. The company has incurred cash loss during the current year but not in the immediately preceding financial year.

11. Based on the audit procedures and according to the records of the Company examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to bank. The company has neither taken any loans from a financial institution nor issued any debentures.

12. Based on our examination of records and information and explanation given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provision of the clause 4 (xii) of the Order are not applicable to the company.

13. The Company is not a chit fund / Nidhi/ Mutual benefit fund/ Society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

14. The company has maintained proper records of transactions and contracts in respect of Investment in securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other investments have been held by the Company in its own name except for the shares which are lodged for transfer or pending to be received from the Company or lying with the Broker as certified by the management.

15. As per the information and explanations given to us, in our opinion the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. In our opinion and according to the information and explanations given to us, the term loans raised by the company during the year have been applied for the purpose for which they were raised.

17. According to information and explanations given to us and on overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

18. The Company has not made any preferential allotment of shares to the parties or companies covered in the register maintained under Section 301of the Companies Act, 1956.

19. The Company has not issued any debentures during the year and there are no debentures outstanding on at the year end, therefore the question of creation of Securities do not arise.

20. The Company has not raised any money through a public issue during the year.

21. To the best of knowledge and according to the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year.

For CLB & Associates

Chartered Accountants

Sd/-

Place: Mumbai S. Sarupria

Dated: 30.05.2013 Partner

M.No. 035783


Mar 31, 2011

1. We have audited the attached Balance sheet of M/s Odyssey Corporation Limited, as at 31st March, 2011 and also the annexed Profit & Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are responsibility of the Company management. Our responsibility is to express an opinion on these financial statements based on our audit

2. We conducted our audit in accordance with auditing standards generally accepted in India Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements arc free of material misstatement. An audit includes examining, on a test basis, evidence to support the financial statement amounts and disclosures in the financial statement An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as Evaluating overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion

3. As required by the Companies (Auditor's Report] Order, 2003 issued by the Central Government in terms of section 227(4A) of the Companies Act, 1 956 we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order in so far as applicable to the Company

4. Further to our comments in the Annexure referred to in paragraph (3) above, we report that

a. We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit

b. In our opinion, proper books of account as required by law, have been kept by the Company so far as appears from our examination of the books of the Company;

c. The Balance Sheet and the Profit and Loss Account referred to in this report are in agreement with the books of account of the Company

d. In our opinion, the Balance Sheet and Profit & Loss Accounts dealt with by this report comply with all material respects with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956

e. On the basis of written representations received from the directors, and taken on record by the Board of Directors, in our opinion, none of the directors is disqualified from being appointed as director u/s 274(1)(g) of Companies Act, 1956

f. In our opinion and to the best of our information and according to the explanations given to us the said Balance Sheet and the Profit & Loss Account, together with other notes thereon, give the information required by the Companies Act 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India --

i. In the case of the Balance Sheet, of the state of affairs of the Company as at 31s1 March, 2011, and

ii. In the case of the Profit and Loss Account of the profit of the Company for the year ended on that date

iii. In so far as it relates to the cash flow statement, of the cash flows of the Company for the year ended on that date

Annexure to the Auditor's Report for the year ended 31st March, 2011 (Referred to in Para mi of our report of even date]

In terms of our information and explanations given to us and the books of accounts examined by us in the normal course of audit and to the best of our knowledge and belief, we state as under:

1. In respect of fixed assets

a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets

b) Some of the fixed assets were physically verified during the year by the management in accordance with a programme of verification which in our opinion provides for physical verification of all the fixed assets at regular intervals According to the information and explanations given to us no material discrepancies were noticed on such verification

c) The Company has not disposed any of its assets which would affect its ability to continue as a going concern

2. In respect of Inventories

a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification are reasonable

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business

c) The Company has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification of inventories as compared with the book records

3. In respect of loans, secured or unsecured, granted or taken by the Company to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 according to the information and explanations given to us

a. The Company has not taken any loan from the parties covered in the parties covered in the Register maintained under Section 301 of the Companies Act, 1956. The Company has granted loan to one party covered in the register maintained under Section 301 of the Companies Act, 1956. The year end balance was Rs. 2,059.56 lacs (Previous Year Rs. Nil) and the maximum balance outstanding was Rs. 2,104-.13 lacs (Previous Year Rs. Nil]

b. As per information given and in our opinion the terms and condition on which advances given to Companies, firms or other parties listed in the register maintained under section 301 are not prima facie, prejudicial to the interests of the Company

c. In respect of the said loans, the said are repayable on demand and hence the question of overdue amounts does not arise. In respect of Interest, where applicable there are no overdue amounts

d. As per the information given by the management, there were no overdue amounts of loans or advances

4. In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of services and we have not observed any continuing failure to correct major weakness in such internal controls

5. In respect of contracts or arrangements entered in the register maintained in pursuance of section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanation given to us

a. The particulars of contracts or arrangements entered in the register referred to in section 301 that needed to be entered into the register, maintained under the said section have been so entered

b. Where cash of such transactions (excluding loans referred in paragraph 3 above), is in excess of Rs. 5 lacs in respect of any party, the transactions have been made at prices which are prima facie, reasonable having regard to the prevailing market prices at the relevant time

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits within the meaning of Sections 58 and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies [Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. No Order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other court or any other tribunal

7. The Company does not have formal Internal Audit Systems commensurate with its size and the nature of its business. However, the Company is in process of appointing a firm of Chartered Accountant as an internal Auditor

8. In our Opinion and according to the information and explanation given to us, the Company has not been prescribed by the Central Government to maintain cost records u/s 209(1) (d) of the Companies Act 1956.

9. In respect of Statutory dues

a. According to the information and explanation given to us, the Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employee State Insurance, Income Tax, Sales Tax, Wealth Tax Service Tax, Customs Duty, cess and any other material statutory dues with the appropriate authorities during the year. There were no dues payable in respect of Investors Education and Protection Fund. There were no undisputed dues as at 31st March, 2011 for a period of more than six months from the date they have become payable. The Company has been regular in payment of its dues to the statutory authorities except delays in few occasions

b. According to the information and explanation given to us, the undisputed dues, which have not been deposited with the respective authorities in respect of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax and Excise Duty, are enclosed as per Schedule 1 of this report

c. According to the information and explanation given to us, the disputed dues, which have not been deposited with the respective authorities in respect of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax and Excise Duty, are enclosed as per Schedule 2 of this report

10. The accumulated losses of the Company are not more than fifty percent of its net worth. The Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institution, bank or debenture holders

12. In our opinion and according to the information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities

13. In our opinion, and to the best of our information and according to the explanations provided by the management, we are of the opinion that the Company is neither a chit fund nor a nidhi/ mutual benefit society. Hence in our opinion requirement of clause 4 (xiii) of the order do not apply to the Company

14. On the basis of our examination of the Company's records we are of the opinion that the Company is maintaining adequate records regarding its trading activities in shares, securities, debenture and other investment and timely entries have been made in these records. The shares securities, debentures and other investments have been held by the Company in its own name except to the extent of exemption granted under section 4-9 of the act

15. According to the records of the Company and the information and explanation provided by the management, the Company has not given any guarantee for loans taken by other from bank or financial institutions

16. The Company has not taken any term loan. Hence, the clause xvi of the said order is not applicable to the Company

17. The funds raised on short term basis have not been used for long term investment and vice versa

18. The Company has made preferential allotment of shares to parties covered under the register maintained under section 301 of the Companies Act 1956. The list of persons covered under section 301 to whom preferential allotment has been made is enclosed in Schedule 3 of this report. The price at which shares have been issued has been determined as per the Securities and Exchange Board of India [Issue of Capital and Disclosure) Regulations, 2009 In our opinion price at which shares have been issued is not prejudicial to the interest of the Company

19. The Company has not raised any debentures hence clause xix of the said order is not applicable to the Company

20. The Company has not raised any Capital by way of public issue during the year and hence the question whether the management has disclosed the end use of money raised by public issues and whether the same has been verified by us or not does not arise

21. To the best of our knowledge and belief and according to the information and explanation given to us, no fraud on or by the Company was noticed or reported during the year

For Sandeep Sheth & Associates

Chartered Accountants

Sandeep Sheth

Membership No. 101903

FRN:120685W

Mumbai

27th May, 2011


Mar 31, 2010

1. We have audited the attached Balance sheet of M/s. Odyssey Corporation Limited, as at March 31, 2010 and also the annexed Profit & Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are responsibility of the company management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence to support the financial statement amounts and disclosures in the financial statement. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as Evaluating overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government in terms of section 227(4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order in so far as applicable to the company.

4. Further to our comments in the Annexure referred to in paragraph (3) above, we report that:

a. We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit;

b. In our opinion, proper books of account as required by law, have been kept by the Company so far as appears from our examination of the books of the Company;

c. The Balance Sheet and the Profit and Loss Account referred to in this report are in agreement with the books of account of the Company

d. In our opinion, the Balance Sheet and Profit & Loss Accounts dealt with by this report comply with all material respects with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e. On the basis of written representations received from the directors, and taken on record by the Board of Directors, in our opinion, none of the directors is disqualified from being appointed as director u/s 274(l)(g) of Companies Act, 1956;

f. In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and the Profit & Loss Account, together with other notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India --

i. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010, and

ii. In the case of the Profit and Loss Account, of the profit of the Company for the year ended on that

date. iii. In so far as it relates to the cash flow statement, of the cash flows of the company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

(Referred to in Para iii of our report of even date)

In terms of our information and explanations given to us and the books of accounts examined by us in the normal course of audit and to the best of our knowledge and belief, we state as under:

1. In respect of fixed assets:

a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) Some of the fixed assets were physically verified during the year by the management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at regular intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification.

c) The Company has not disposed any of its assets which would affect its ability to continue as a going concern.

2. In respect of Inventories:

a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared with the book records.

3. In respect of loans, secured or unsecured, granted or taken by the company to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956, according to the information and explanations given to us:

a. The Company has taken loan from one Party covered in the Register maintained under Section 301 of the Companies Act, 1956. The year ended balance was Rs. 40,00,000 (Previous Year Rs. Nil) and the maximum balance outstanding was Rs. 4,40,00,000 (Previous Year Rs. Nil) The Company has not granted any loan to parlies covered in the register maintained under Section 301 of the Companies Act, 1956.

b. As per information given and in our opinion other terms and condition on which advances given to Companies, firms or other parties listed in the register maintained under section 301 are not, prima facie, prejudicial to the interests of the Company.

c. In respect of the said loans, the said are repayable on demand and hence the question of overdue amounts does not arise. In respect of Interest, where applicable there are no overdue amounts

d. As per the information given by the management, there were no overdue amounts of loans or advances.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of services and we have not observed any continuing failure to correct major weakness in such internal controls.

5. In respect of contracts or arrangements entered in the register maintained in pursuance of section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanation given to us:

a. The particulars of contracts or arrangements entered in the register referred to in section 301 that needed to be entered into the register, maintained under the said section have been so entered.

b. Where cash of such transactions (excluding loans referred in paragraph 3 above), is in excess of Rs. 5 lakhs in respect of any party, the transactions have been made at prices which are prima facie, reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits within the meaning of Sections 58 and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. No Order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any other court or any other tribunal.

7. The Company does not have formal Internal Audit Systems commensurate with its size and the nature of its business. However, the company is in process of appointing a firm of Chartered Accountant as an Internal Auditor.

8. In our Opinion and according to the information and explanation given to us, the Company has not been prescribed by the Central Government to maintain cost records u/s 209(1) (d) of the Companies Act, 1956.

9. In respect of Statutory dues:

a. According to the information and explanation given to us, the Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employee State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, cess and any other material statutory dues with the appropriate authorities during the year. There were no dues payable in respect of Investors Education and Protection Fund. There were no undisputed dues as at March 31,2010 for a period of more than six months from the date they have become payable. The company has been regular in payment of its dues to the statutory authorities except under certain cases.

b. According to the information and explanation given to us, the undisputed dues, which have not been deposited with the respective authorities in respect of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Service Tax and Excise Duty, are enclosed as per Schedule 1 of this report.

10. The Company has no accumulated losses. The Company has not incurred any cash losses during the financial year covered by our audit but had incurred cash loss in the financial year immediately preceding such financial year.

11. In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to its banks. The Company has not availed any loans from financial institutions and has not issued debentures during the year.

12. In our opinion and according to the information and explanation given to us, the Company has not granted any loans and advances on the basis of security by way and pledge of shares, debentures and other securities.

13. The Company is not a chit fund, Nidhi or Mutual benefit fund/Society.

14. The Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the company in its own name.

15. In our opinion and according to the information and explanation available to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company has not taken any term loan. Hence, the clause xvi of the said order is not applicable to the Company.

17. The funds raised on short term basis have not been used for long term investment and vice versa.

18. The Company has made preferential allotment of shares to parties and companies covered under the register maintained under section 301 of the Companies Act, 1956. The list of persons covered under section 301 to whom preferential allotment has been made is enclosed in Schedule 2 of this report. The price at which shares have been issued has been determined as per the Securities and Exchange Board of India (Issue of Capital and Disclosure) Regulations, 2009.

19. The Company has not raised any debentures hence clause xix of the said order is not applicable to the Company.

20. The Company has not raised any Capital by way of public issue during the year and hence the question whether the management has disclosed the end use of money raised by public issues and whether the same has been verified by us or not does not arise.

21. To the best of our knowledge and belief and according to the information and explanation given to us, no fraud on or by the Company was noticed or reported during the year.

For Sandeep Sheth & Associates

Chartered Accountants

Sandeep Sheth

Membership No. 101903

Mumbai

May 29, 2010




Mar 31, 2009

I. We have audited the attached Balance sheet of M/s. Odyssey Corporation Limited, as at 31stt March, 2009 and also the annexed Profit & Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are responsibility of the company management. Our responsibility is to express an opinion on these financial statements based on our audit.

ii. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements arc free of material misstatement. An audit includes

(a) examining, on a test basis, evidence to support the financial statement amounts and disclosures in the financial statement

(b) assessing the accounting principles used in the preparation of financial statements

(c) assessing significant estimates made by the management in the preparation of the financial statements and

(d) Evaluating overall financial statement presentation.

We believe that our audit provides a reasonable basis for our opinion

iii. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government in terms of section 227(4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order in so far as applicable to the company.

Further to our comments in the Annexure referred to in paragraph (3) above, we report that:

a. We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit;

b. In our opinion, proper books of account as required by law, have been kept by the Company so far as appears from our examination of the books of the Company;

c. The Balance Sheet and the Profit and Loss Account referred to in this report are in agreement with the books of account of the Company

a. In our opinion, the Balance Sheet and Profit & Loss Accounts dealt with by, this report comply with all material respects with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. except as under:

The company has not recorded shares given/taken as a loan to other corporate entities in the books of account of the company.

b. On the basis of written representations received from the directors, and taken on record by the Board of Directors, in our opinion, none of the directors is disqualified from being appointed as director u/s 274(1) (g) of Companies Act, 1956;

c. In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and the Profit & Loss Account, together with other notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

1) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2009, and

2) In the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date.

3) In so far as it relates to the cash flow statement, of the cash flows of the company for the year ended on that date.

In terms of the information and explanations given to us and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state as under:

i. a. The Company has maintained proper records showing full

particulars including quantitative details and situation of its fixed assets.

b. These fixed assets were physically verified by the Management during the year. We have been informed that no material discrepancies were noticed on such physical verification.

c. Substantial part of fixed assets have not been disposed of during the year, which will affect its status as going concern.

ii. a. The stock of inventory has been physically verified during the year by the Management at reasonable intervals.

b. In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. The company is maintaining proper records of inventory. No discrepancies were noticed on physical verification of stocks as compared to book records and hence the question of whether the same have been properly dealt with the books of account does not arise.

iii. The company has neither taken nor granted any loans or advances in the nature of loans to parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence the question of reporting whether the terms and conditions of such loans are prejudicial to the interest of company, whether reasonable steps for recovery/repayment of overdues of such loans are taken does not arise.

iv. In our opinion, and as per information and explanation given to us there is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls in respect of these areas.

V. a. Based on the audit procedure applied by us and according to the

information and explanation provided by the management, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under section 301 have been so entered.

b. The transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

VI The Company has not accepted deposits from the public. Hence, the

question of complying the directives issued by the Reserve Bank of India and the provisions of sections 58A and 58AA of the Act and the rules framed there under, where applicable, does not arise.

Vii The Company does not have formal internal audit system

commensurate with its size & Nature of its business. However, the company is in process of appointing a firm of chartered accountant as an internal auditor.

Viii. As per the information and explanation given to us, The Central Government has not prescribed the maintenance of cost records by the Company under section 209(1) (d) of the Companies Act, 1956 for any of its products.

IX. a company is generally regular in depositing undisputed statutory tax dues except occasional delays in payment of income tax.

a. According to information and explanations given to us, no undisputed amount payable in respect of statutory dues were outstanding at the year end for a period of more than six months from the date they became payable.

b. There were no disputed liabilities in respect of above statutory dues hence the sub clause (c) of the said order is not applicable to the company.

X. The Company has incurred cash losses during the financial year under report and immediately preceding such financial year however the accumulated losses of the company are not more than 50% of net worth.

Xi. The Company has not defaulted in repayment of dues to a financial institution or bank.

Xii. According to the records of the company, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities

Xiii. The Company is not a chit fund or a nidhi / mutual benefit fund/ society and therefore clause xiii of the order is not applicable.

xiv. On the basis of our examination of the companies records we are of the

opinion that the company is maintaining adequate records regarding transaction and contract regarding its trading activities in shares, securities,debentures,and other investment and timely entries have been made in these records. The shares & securities debentures and other investments have been held by the company in its own name except to the extent exemption granted under section 49 of the Act.

Xv. On the basis of information obtained and explanation given to us the company has not given any guarantee for loans taken by others from bank or financial institutions and hence the clause xv of the said order is not applicable to the company.

Xvi. The Term loans obtained by the company have been applied for the purpose for which they were raised.

Xvii. According to the information and explanations given to us we report that no funds raised on short term basis have been used for long term investment.

Xviii According to the records of the Company and the information and explanation provided by the management, the company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

Xix. The Company has not issued any debentures and hence the clause of the said order is not applicable to the Company.

Xx. During the year covered by our audit report, the company has not Raised any money by way of Public issue.

Xxi. During the checks carried out by us, any fraud on or by the company has not been noticed or reported during the year under report.

For Sandeep Sheth& Associates Chartered Accountants

SANDEEP M. SHETH PROPRIETOR

Date: 30th June, 2009

MEMB. NO. 101903

Place: Mumbai 53,Juhu Supreme Shopping Centre, 2nd floor Gulmohar cross road no 9, JVPD Scheme, Mumbai - 400067.

 
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